BLUE VALLEY BAN CORP S-1/A

AMENDMENT NO 2

FORM OF SUBSCRIPTION RIGHTS CERTIFICATE

CHANGE IN CONTROL AGREEMENT, BRUCE A. EASTERLY

CHANGE IN CONTROL AGREEMENT, MARK A. FORTINO

CHANGE IN CONTROL AGREEMENT, BONNIE MCCONNAUGHY

CHANGE IN CONTROL AGREEMENT,ROBERT D. REGNIER

LETTER OF AWARENESS

LIST OF SUBSIDIARIES OF BLUE VALLEY BAN CORP.

CONSENT OF ACCOUNTANT

FORM OF INSTRUCTION AS TO USE OF SUBSCRIPTION RIGHTS CERTIFICATE

FORM OF GUARANTEED DELIVERY

FORM LETTER TO STOCKHOLDERS

FORM OF LETTER TO BROKERS

FORM OF BENEFICIAL OWNER ELECTION FORM